MARION MERRELL DOW INC
15-15D, 1995-07-18
PHARMACEUTICAL PREPARATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 15

         Certification and Notice of Termination of Registration under
            Section 12(g) of the Securities Exchange Act of 1934 or
              Suspension of Duty to File Reports Under Sections 13
               and 15(d) of the Securities Exchange Act of 1934.

                        Commission File Number:  1-5829
             ------------------------------------------------------

                            Marion Merrell Dow Inc.
          Marion Merrell Dow Inc. Associate Stock Ownership Plan Trust
         -------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
                                                                   
                               9300 Ward Parkway
                             Kansas City, MO 64114 
                                 (816) 966-4000
       -----------------------------------------------------------------
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                    9.11% Guaranteed Amortizing ESOP Notes 
                               due August 1, 2005
            --------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                      None
          -----------------------------------------------------------
          (Titles of all other classes of securities for which a duty
             to file reports under section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)  [ ]      Rule 12h-3(b)(1)(ii)  [ ]
     Rule 12g-4(a)(1)(ii) [ ]      Rule 12h-3(b)(2)(i)   [ ]
     Rule 12g-4(a)(2)(i)  [ ]      Rule 12h-3(b)(2)(ii)  [ ]
     Rule 12g-4(a)(2)(ii) [ ]      Rule 15d-6            [X]
     Rule 12h-3(b)(1)(i)  [X]

     Approximate number of holders of record as of the certification or
notice date: 2

     Pursuant to the requirements of the Securities Exchange Act of 1934,
Marion Merrell Dow Inc. and Marion Merrell Dow Inc. Associate Stock
Ownership Plan Trust have caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.

Date: July 18, 1995    By:     /s/ William K. Hoskins
                               ----------------------
                         Name:     William K. Hoskins
                         Title:    Vice President, General Counsel
                                   and Corporate Secretary





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